SEC proposes clawback rules
by Cydney Posner At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal. As you may recall, Section 954 required the SEC to direct the national securities exchanges […]
Delaware Governor signs into law prohibition on fee-shifting bylaws and authorization of exclusive forum bylaws
by Cydney Posner On June 24, 2015, the Governor of Delaware signed into law amendments to the Delaware General Corporation Law proposed by the Delaware Bar’s Corporation Law Council and overwhelmingly passed by the Legislature regarding fee-shifting and forum selection provisions in Delaware governing documents. (See this post and this post […]
SEC Chair White spills the beans on proposal for universal proxies, hints about the exclusion for conflicting shareholder proposals and discusses other proxy-related matters
by Cydney Posner Today, in a speech to the Society of Corporate Secretaries and Governance Professionals, SEC Chair May Jo White discussed four proxy-related issues that have recently created tension between companies and their shareholders: the concept of a universal proxy ballot; shareholder proposals; the delivery of preliminary proxy […]
Delaware Chancery Court applies entire fairness standard of review to director compensation
by Cydney Posner What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before the Delaware Chancery Court in Calma v. Templeton. The answer is, as always: […]
Corp Fin posts Reg A/A+ CDIs
by Cydney Posner For the throngs embarking on offerings under new Reg A/A+, Corp Fin has posted a series of CDIs providing guidance under Rules 251 to 263. Corp Fin has also withdrawn a couple of CDIs that were previously applicable to Form 1-A.
Tools for Audit Committee Members
by Cydney Posner The Audit Committee Collaboration (ACC) has announced the release of new tools, the External Auditor Assessment Tool: A Reference for Audit Committees Worldwide and an updated U.S. version of the External Auditor Assessment Tool, both designed to assist audit committees in evaluating the external auditor, to assess the quality […]
CII petitions SEC for staff guidance on the proxy rules and an amendment to Item 5.07 of Form 8-K regarding voting results
by Cydney Posner Earlier this month, the Council of Institutional Investors filed a petition with the SEC requesting interpretive guidance regarding the proxy rules and rulemaking in connection with Form 8-K. More specifically, CII requested the following: Staff guidance regarding proxy statement disclosure of voting requirements for items on the ballot […]
This year’s conflict minerals filings show some improvement, according to early review
by Cydney Posner An early review of conflict minerals filings for the 2014 reporting period shows improvement in “detail, clarity and quality,” according to this article in BNA. As reported by Elm Sustainability Partners, a conflict minerals consulting firm, there were 1,272 filers for the 2014 reporting period, compared to 1,328 for […]
More than half of poll respondents plan to disclose “more than the minimum” under pay-versus-performance rules
by Cydney Posner A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents expect to disclose “more than the minimum” required under the SEC proposal and […]
SEC to consider requiring disclosure of audit firm tenure and name of engagement partner
by Cydney Posner The SEC is expected to issue its concept release on improving audit committee reports “soon” (whatever that means) according to Compliance Week, and among the topics the SEC will examine is whether those “reports should include the audit firm’s tenure and the name of engagement partners.” If this […]
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